Happiest Minds Technologies Ltd

Redemption update

• Principal and interest were timely paid for 3,500 NCDs (ISIN INE419U08033).
• Redemption due date corrected to 26 September 2026; actual date 25 September 2026.

NCD INE419U08033 — Interest & redemption

• ISIN INE419U08033; issue size Rs 35 crore; quarterly interest.
• Interest due 26/09/2026; record date 11-09-2026; amount Rs 65,96,876.71.
• Actual interest paid 25/09/2026; Rs 65,96,876.71.
• Last interest payment date 29/06/2026; frequency quarterly.
• Redemption: full; 3,500 NCDs; Rs 35,00,00,000; due 26/06/2026; actual 25/06/2026.
• Outstanding after redemption: Nil; reason: maturity.

Acquisition overview

• Target: Happiest Minds Technologies Limited (HMTL).
• Acquirer: ITC Infotech India Limited; PACs: none.
• Acquirer not part of promoter/promoter group.
• Listed on BSE and NSE.
• Pre-acquisition holding: voting rights Nil; encumbrances Nil; VRs Nil; warrants Nil.
• Encumbrance acquired: 1,69,11,471 shares; 11.106%.
• Post-acquisition: encumbrance 1,69,11,471 shares; 11.106%.
• Mode: Freeze/hold created in depository in favour of ITC Infotech.
• Rights remain with Ashok Soota; ITC Infotech has no beneficial interest.
• Date of acquisition/freeze: 24 September 2026 (freeze date); SPA dated 31 August 2026.
• Equity capital before: Rs 30,45,49,622; 15,22,74,811 shares.
• Equity capital after: Rs 30,45,49,622; 15,22,74,811 shares.
• Total diluted share/voting capital after: 15,22,74,811 shares.

Happiest Minds Technologies Limited: Trading Window closed from October 01, 2026 until 48 hours after the declaration of the financial results for the quarter ending September 30, 2026.

Transaction overview

• Proposed merger of Happiest Minds with ITC Infotech; Happiest Minds to be amalgamated into ITC Infotech.
• Share swap: 25 ITC Infotech shares for 81 Happiest Minds shares.
• Promoter Soota to divest 22.1% of his 44.2% holding for INR 1,330 crore.
• Listing planned for the combined company; ITC Infotech listing expected in FY28.
• Post-merger ownership: ITC ~73.4%; public ~26.6%; Soota ~7.5% but not promoter.

Financials and valuations

• Pro forma FY26 revenue ~ INR 7,033 crore; implied combined market cap ~ INR 18,087 crore.
• Happiest Minds valued at 15.1x FY26 EBITDA; ITC Infotech at 13.6x FY26 EBITDA.
• Combined EBITDA margin target ~18.1%; ITC Infotech standalone ~18.3%.
• Synergies targeted: 10% revenue synergies and 100 basis point margin expansion.

Regulatory approvals and timeline

• Regulatory approvals (CCI, shareholder approvals, NCLT) required; completion expected within ~15 months.

Resolution: shift registered office & MOA amendment

• Special Resolution to shift registered office from Karnataka to West Bengal and amend MOA Clause II.
• Impact: shift of registered office to West Bengal; corporate office remains in Karnataka.
• Outcome: voting open Sep 3–Oct 2, 2026; results by Oct 6, 2026.

Analyst call recording

• Audio recording of the Analyst Call held on Sept 1, 2026 uploaded on the company's website.

Scheme Overview

• Merger by absorption of the Transferor into the Transferee.
• Share exchange: 25 new Transferee shares for 81 Transferor shares.
• Promoter sale: two-tranche sale of ~22.1% stake to Purchaser.
• NCDs to be redeemed by 26 Sep 2026; no new NCDs issued.
• Transferee to list on BSE/NSE after Scheme effectiveness.

Rationale

• Aims to create a single platform with greater scale and synergies.
• Enhances governance, efficiency, and long-term value creation.

Key Terms & Structure

• Type: Amalgamation by absorption into the Transferee.
• Share exchange: 25 new Transferee shares for 81 Transferor shares.
• NCDs redeemed by 26 Sep 2026; no new NCDs issued.
• Approvals required: stock exchanges, CCI, NCLT, and shareholders/creditors.
• MFA approved; governs manner of Scheme.
• Transferee listings on exchanges; Transferor dissolved on effectiveness.
• Related-party status: Purchaser not promoter; not related party.

Financial Impact

• Total promoter secondary sale consideration: INR 13,29,71,77,710.
• First tranche: 1,67,50,229 shares for INR 6,53,25,89,310.
• Second tranche: 1,69,11,471 shares for INR 6,76,45,88,400.
• Fairness opinions: PwC/GT and ICICI Securities.
• New transferee shares rank pari passu with existing.

Stakeholder Impact

• Shareholders receive transferee shares; Transferor to be dissolved.
• Creditors and employees benefit from integration and growth.
• Promoter stake reduced; post-scheme Transferor equity becomes zero.
• Registered office move from Karnataka to West Bengal requires approvals.

Status & Next Steps

• Board approved Scheme; subject to regulatory and shareholder approvals.
• Merger Framework Agreement executed among parties.
• Postal ballot approved for registered office shift.
• Scheme to be filed with stock exchanges for listing approvals.